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Item 7.01. Regulation FD Disclosure.

On September 26, 2011, Cleveland BioLabs, Inc. (the “Company”) issued a press release announcing that the Company entered into an Investment Agreement with Panacela Labs, Inc. (“Panacela”) and Open Joint Stock Company “Rusnano”, an open joint stock company organized under the laws of the Russian Federation (“Rusnano”), on September 19, 2011, and that certain conditions precedent to such Investment Agreement relating to the transfer of certain intellectual property to Panacela had been satisfied. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished under this Item 7.01, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibit No.

Description

99.1

Press Release dated September 26, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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